FreightCar America, Inc. Adopts Limited Duration Stockholder Rights Plan

Core Viewpoint - FreightCar America, Inc. has adopted a limited duration stockholder rights plan to protect the interests of all stockholders and ensure long-term value realization [1][2]. Summary by Relevant Sections Rights Plan Details - The Rights Plan is effective immediately and will expire on August 5, 2026, unless terminated earlier by the Board [1]. - A non-cash dividend distribution of one preferred share purchase right will be declared for each share of common stock outstanding as of September 2, 2025 [5]. - The rights become exercisable if a person or group acquires 15% or more of the outstanding common stock without Board approval, or 20% for passive investors [5]. - If exercisable, each right allows stockholders (excluding the acquiring person or group) to purchase shares at a 50% discount [5]. Strategic Rationale - The Board believes the Rights Plan promotes fair treatment of all stockholders and reduces the likelihood of control being gained through open-market accumulation without appropriate compensation [4]. - The management team is focused on executing a strategic plan aimed at substantial growth and long-term value creation, including tank car conversions and maintaining a flexible manufacturing model [3][4]. Company Background - FreightCar America is a leading designer, producer, and supplier of railroad freight cars and components, specializing in railcar repairs and conversions [7]. - The company has been trusted since 1901 to build quality railcars that are essential to economic growth and the North American supply chain [7].